Glances
by GrandLeviathan
Summary: Helena bore a crush, and by a twist of fate she found herself alone with said crush... and things escalated far beyond what she ever expected. [Smut]


**Glances**

Night had fallen. The Naval Base, in contrast to its usual chaos, was blissfully quiet during the late hours of the evening, letting those precious few awake get their duties done in peace, or more commonly wash up after a long day of work.

Humming a quiet tune to herself, the Light Cruiser Helena walked down the empty halls of the Eagle Union dorms, heading towards the dorm baths to wash up before bed, the moon looming high in the sky and peering through the windows. She was careful to keep her footsteps quiet lest she disturb the other residents of the dorm, smiling slightly as she pushed open the soundproof door to the changing rooms.

It was a modest room, with tile floors and full-body lockers lining the walls, a light hanging overhead. And Helena quickly noticed she wasn't the only one awake. Standing before one of the lockers was Cleveland, the friendly tomboy who was always surrounded by her three sister-ships – though for once, she was alone.

''Hm?'' Cleveland turned, blinking in surprise before smiling. ''Ah, evening Helena.''

''Good evening.'' Helena smiled shyly back, walking over to her assigned locker. ''I didn't expect anyone else to be up.''

Cleveland chuckled. ''Neither did I. It's nice though; peaceful.''

''Mm.'' Helena hummed an agreement.

The blue-haired Ship-Girl bent over, sliding her stockings and heels off her feet, depositing them inside her locker. She then undid the straps of her dress, rolling it off her arms and letting her dress pool around her stomach, her round breasts clad in a black bra before she unclasped it, putting it inside her locker with the others for the time being.

She heard the sound of cloth ruffling and chanced a look over her shoulder, a light blush dusting her cheeks as her eyes fell upon Cleveland. The blonde cruiser had tugged her skirt off her legs, folding it up and chucking it inside her locker – but Helena's eyes weren't on the skirt itself, but rather Cleveland's smooth-looking ass, clad in a pair of white side-tie panties.

Cleveland glanced back and Helena froze, her cheeks becoming red. ''Ah...''

The blonde grinned jokily. ''Like what ya see?''

In an instant Helena's face turned bright scarlet, and she covered her face in her hands. ''I-I'm sorry!''

Cleveland laughed, turning back towards her locker, when she heard Helena speak again.

''...i-it just looked so pretty...''

A light dusting of pink crossed Cleveland's face, feeling a flush of warmth fill her chest at the whispered compliment. Before the sudden silence could drag on, she hurried spoke.

''Y-You're not half bad either, Helena.'' Cleveland tried to make it sound light-hearted and joking, but her embarrassment was clearly audible.

''N-Not compared to my sisters...'' Helena brushed off her words uncertainly. Compared to Honolulu and St. Louis, her body was uninteresting. She didn't have the large, pillowy breasts that her sisters did, nor the sexy curves and attitude that could make men fall for them in the hundreds.

Cleveland smiled exasperatedly, laying a hand on Helena's shoulder. ''Of course you are. You're cute, kind, friendly... your sisters may attract a lot of attention, but you ain't any lesser. You've got stuff they don't.''

Helena shyly turned towards her, purple eyes filled with uncertainty and self-doubt that slowly crumbled away the more Cleveland spoke. As the blonde finished Helena realised how close they were – close enough to... to...

''You... you think I'm cute?'' The blue-haired girl focused on that one aspect, waiting for an answer.

She didn't have to wait long. ''Definitely.''

A flutter of warmth filled Helena's chest and her body acted on its own; she leaned down and kissed Cleveland. The slightly-shorter girl froze for a long moment, before she relaxed, returning the gentle kiss slowly. The flutter of warmth grew into a fire of happiness, all-consuming and exciting, making Helena's body buzz with joy.

She had never said it, never revealed it... but she always had a crush on the tomboy. The way she exuded confidence, raising the morale of other fighters just with her presence. How she promised to bring them all home, on that stormy sea all those years ago...

After a moment they pulled back, staring at one another with a myriad of emotions on their faces, before their lips met in another kiss. She could smell Cleveland's shampoo even after a full day of work, a muted cinnamon scent that felt so very 'her'. Despite her inexperience with kissing she tried her best, pressing her lips against Cleveland's and tilting her head slowly, tasting apple on her lips.

Cleveland wasn't so inexperienced, easily taking the lead but making sure to take it slow. Her hands crawled around Helena's stomach, ghosting over her dress before sliding down, both hands cupping her smooth and round rear and giving it a tender grope.

''Mn-!'' Helena shyly yelped at her touch, causing Cleveland to pull back from the kiss.

''Sorry.'' Cleveland apologised worriedly.

''D-Don't be...'' Helena quickly shook her head, blushing. ''I... I was just surprised, is all. You can... continue...''

Cleveland grinned lightly at Helena's growing blush, kissing her again and tenderly fondling her butt. Helena shuddered at her touch, mewling uncertainly as the slightly-shorter Ship-Girl controlled the flow of their 'dance'.

Soon Cleveland moved on, giving Helena's ass one last squeeze before drifting upwards, coming to rest on the blue-haired girl's large chest. Cleveland pulled back from the kiss, staring questioningly into Helena's purple eyes, before the demure girl gave a shy nod. Cleveland smiled, kissing her lightly on the lips before shifting down, kissing her jaw and making the cruiser tilt her head back, exposing her neck for Cleveland to pepper with kisses.

''Ah...'' Helena moaned softly, her hand reaching out and holding onto her locker door for support.

Cleveland trailed kisses south down Helena's neck, past her collarbone and to the the top of her breasts. The taller cruiser shuddered as Cleveland methodically planted countless smooches all over her breasts, slowly drawing closer to her nipples – before she reached it, taking Helena's right nipple into her mouth, gently sucking on it.

Helena exhaled, biting her lip to contain her mewl of delight, feeling herself become more aroused. Cleveland's left hand came up, groping Helena's breast while she sucked on the other, her tongue tracing circles around the nipple before lightly flicking it, sending pleasant tremors running through her body.

''You're boobs are so big...'' Cleveland murmured, giggling when Helena covered her face with her free hand. ''That's fine though... I'll be sure to take care of them~''

She swapped to the other breast, playfully sucking on it while she groped the right breast, alternating between the two. Her leg was bent slightly, positioning between Helena's – and thus when Helena's damp panties brushed against it, Cleveland took notice.

Giving her breasts one last affectionate kiss, Cleveland slowly dropped to her knees, falling to eye-level with Helena's panties.

''Can I?'' The blonde tenderly asked, earning an muted nod from the embarrassed Helena.

Cleveland smiled, hooking her fingers under the waistband of Helena's fancy black panties, pulling them down her legs and exposing her aroused pussy. Leaning in, she planted a gentle kiss on her wet flower, eliciting a cute reaction from the taller Ship-Girl.

''Mm-!'' Helena involuntarily moaned, blushing at the lewd sound she made.

Cleveland giggled, giving her pussy another delicate kiss. After a few more teasing kisses she slipped her tongue out, dragging it along Helena's weeping pussy and lapping up her honey. She licked her pussy lips clean before sliding her tongue inside, wiggling it around and making Helena's thighs tense, her pussy burning with pleasure.

She moaned as Cleveland pulled back briefly, only to shudder as the blonde gently touched her pussy with one finger before slowly sinking it in. Her pussy tightened around the digit, mewling as she wiggled it around before adding a second finger. After letting her adjust she dared to add a third, sliding it into Helena's soaked pussy.

''Haah~!'' Helena moaned sharply, arching her back and shuddering. ''C-Cleveland... it feels... strange...''

''Just say if it hurts.'' Cleveland's reassuring voice eased any fears, the blue-haired cruiser nodding distractedly.

The blonde gave her a moment before she began thrusting her fingers in, wiggling them around inside her weeping pussy while she lapped up any honey that leaked down her fingers, kissing her outer lips or teasingly rubbing her clit with her tongue, each deceptively gentle touch sending volts of hot pleasure into Helena's mind, driving her crazy.

Soon she began scissoring her fingers, making Helena's eyes widen as the pleasure doubled, a high-pitched moan slipping past her lips. Cleveland grinned at the sound, eagerly continuing to scissor her fingers, using her free hand to grope Helena's ass and keep her steady, her tongue working overdrive as she lapped up her sweet honey.

''Haah... C... Cleve...'' Helena whined, panting heavily as her hips bucked and twitching, a burning sensation building in her pelvis. ''S-Something... I'm- OHH~!''

Her orgasm crashed down without any warning, her purple eyes widening as she moaned throatily. Her thighs buckled and she barely remained upright, clinging onto the locker door for dear life as she climaxed on Cleveland's fingers, the blonde cruiser eagerly lapping up her juices and pumping her fingers in rapidly, prolonging her orgasm.

After nearly half a minute she came down from her high, moaning dazedly from her first ever orgasm. Cleveland slowly pulled her fingers out before licking them clean, finding herself becoming addicted to the taste of Helena's sweet honey.

The blonde slowly rose to her feet, smiling sweetly at the dazed cruiser before turning around, intent on putting away the rest of her clothes.

Helena stared, her body still trembling in the aftershocks. It felt incredible. Maybe because it was her first time, or maybe that was how it normally felt... but it felt amazing. And the idea of having Cleveland make her feel good, without feeling good herself, wasn't an idea she could be content with.

''Cleveland...'' Helena breathlessly murmured, crossing the distance and wrapping her arms around the shorter girl, making her look up and over her shoulder. ''Can I... make you feel good too...?''

Cleveland blushed pink, looking away and scratching her cheek. ''Erm... y-you don't have to push yourself...''

''I want to.'' Helena pleaded longingly.

The blonde stood no chance against such a puppy-dog look. ''S-Sure...''

Helena smiled, kissing Cleveland lovingly. The angle made it slightly weird, but it also made it new and exciting. Their lips meshed against one another's for a few moments before they pulled back, only to eagerly kiss again a second later.

The taller cruiser reached out with her hands, fumbling around for the zipper of Cleveland's shirt before pulling it down, the low buzzing sound pleasing to her ears. As it reached the bottom she let her hands dive into the blonde's now-open shirt, groping her cute breasts.

''Nn...'' Cleveland moaned softly into the kiss.

They weren't very large, but they made up for it with softness. More flat in shape than round, but with a fullness that words couldn't describe. She didn't realise how big they were until now, squishing the tender boobs between her nimble fingers. Cleveland's muffled moans only encouraged her further, exciting her with the idea she was the dominant one.

After kissing for a minute longer she finally pulled back, releasing Cleveland's cute breasts and sinking to her knees, her eyes falling upon Cleveland's peachy butt and lovingly kissing it. The blonde shuddered at the feeling of her wet lips as she peppered numerous kisses over her ass, avidly groping and squeezing it.

''Your butt is so cute...'' Helena murmured, blushing as she kissed it again.

Cleveland's face was bright red. ''Don't say something so embarrassing...''

The blue-haired girl smiled slightly, kissing her butt one more time before reaching out and undoing the knots at the side of her panties, letting the piece of fabric drop and flutter to the floor. She gently tugged on Cleveland's hips, prompting the blonde to shift around to face her, resting her back against a locker.

Helena leaned in, kissing her slit and tasting her wetness. She licked her lips clean before giving her pussy another feathery kiss, poking her tongue out and licking up a tiny bit of Cleveland's juices, finding the taste to be surprisingly sweet. She eagerly let her tongue out, lapping at her pussy and licking it clean, swallowing her honey before shoving her tongue inside her pussy.

''Nn... ah...'' Cleveland panted, moaning shyly.

Copying Cleveland's earlier ministrations Helena brought her hand up, sliding one finger in before swiftly adding a second, feeling Cleveland's pussy clench around the two digits. She slowly pumped the digits inside her, licking her pussy at the same time, unintentionally rubbing her clit with her nose.

Cleveland groaned sexily, making Helena blush as she continued her motions, reaching around and groping the blonde's perfect ass at the same time. Several thrusts later she slid a third finger in, making Cleveland's legs buckle and a lewd moan escape her, the blonde blushing prettily as she was serviced by the blue-haired girl.

Helena smiled as she felt Cleveland's pussy quiver, kissing it affectionately and speeding up her fingers, wiggling them around before curling them, eliciting a stifled gasp from the blonde as a burst of white-hot pleasure shot through her and made her pelvis twist and tense in a maddeningly good way.

''Ohh...'' Cleveland moaned, one hand coming to rest on Helena's head, pushing her deeper into the blonde's crotch. ''H-Helen- oh, Mm~! I-I...!''

Her words devolved into a sharp cry as she came, her body trembling as her orgasm descended on her. She shoved Helena head further into her crotch, something the taller cruiser was happy to accept, her tongue eagerly lapping up Cleveland's honey as she came, the blonde's pussy seizing around Helena's fingers.

Helena kept licking until Cleveland's slit was clean and her orgasm subsided, pulling back with a bright flush on her cheeks joined by a pleased smile. The sight of Cleveland panting and blushing from something she did made her beyond happy.

''Haah...'' Cleveland groaned, stirring from her daze.

She met Helena's gaze and both blushed pink, their bodies still alight with the aftershocks of their orgasms. Cleveland bit her lip before sinking to the floor, gently pushing Helena back and sending both of them to the floor, Cleveland on top.

''Wanna go again...?'' Cleveland quietly asked, a cute half-smile on her face.

Helena smiled shyly. The way she kept on asking for permission was cute, and reassuring. ''S-Sure.''

The blonde's smile grew to a full one before she leaned down, capturing Helena's lips in a brief but affectionate kiss before she pulled back, shifting around and swinging her legs over. Helena was confused for a brief moment, before her blush brightened as she found herself staring straight at Cleveland's pussy, with Cleveland's head hovering above Helena's own pussy.

A moan slipped past Helena's lips as Cleveland immediately began kissing her delicate flower, making her hips twitch from the feeling as a shock ran through her. Not wanting to be outdone she groped the blonde's ass and pulled her hips down, planting her lips on Cleveland's wet pussy and shoving her tongue inside.

''Mmph!'' Cleveland muffled moan made her body tingle, only encouraging her further.

Cleveland wasn't one to stay idle, kissing and licking Helena's aroused pussy eagerly, feeling the shy girl moan from her ministrations. She caressed her legs, running her fingers along the insides of her thighs and teasingly pinching the sensitive skin, drawing small circles with her index finger tantalisingly close to her weeping slit. After a little more teasing she suddenly shifted tactics, shoving both her tongue and a finger into Helena's pussy.

''Ah~'' Helena whined, muffled by Cleveland lower lips as the two simultaneously ate each other out.

Their moans and groans echoed off the walls, the soundproofing making sure not a peep would escape. As both pleasured each other neither seemed to realised or care about the possibility of someone walking in on them in such a compromising position.

Cleveland exhaled sharply as Helena's tongue grazed over a sensitive part inside her, moaning when the girl cheekily did it again, her tongue drawing small circles on the spot and making Cleveland's mind melt from the feeling. Struggling to keep her calm and not succumb to the pleasure she added another two fingers, aimlessly licking Helena's lower lips while she pumped three fingers inside of her slit.

The effects of their prior two orgasms was strong, evidenced as they felt the burning heat return so soon after their previous climaxes. Cleveland groaned, her fingers pumping faster and more desperately, her hips subconsciously rolling and giving Helena better access to her pussy, letting the blue-haired Ship-Girl work her tongue expertly.

''God... Helena~'' Cleveland moaned cutely, shuddering as her pelvis twisted delightfully.

''Cleve...'' Helena mewled, her hips twitching before she pulled the blonde's hips down, burying her face in Cleveland's pussy to muffle her high-pitched cry as she came, her pussy seizing around the blonde's digits.

Cleveland let out a whine, shaking her hips as her orgasm rushed to the forefront once more, briefly making her mind go blank as she came on Helena's tongue. Her body trembled with the force of her climax, the feeling of Helena's grip on her ass the only thing keeping her grounded.

Half a minute later they slowly came down from their highs, groaning and panting from the overstimulation. Cleveland reluctantly sat up slightly, shifting her legs around so she was face-to-face with Helena once again, their faces flushed a bright red from their activities.

Cleveland grinned slightly, leaning in and kissing Helena, letting the girl taste herself on the blonde's tongue. Helena didn't reject it, happily kissing back and hugging the girl, pressing their breasts together pleasantly.

''We-'' Helena started, pulling back from the kiss. ''-should probably get in the bath... before it gets cold.''

''Ah... right...'' Cleveland blushed. She had completely forgotten.

X-x-X

The bath was a 'bath' only in the logical sense – in actuality it was closer to a pool than a standard bath. Easily taking up the size of a full room with plenty of space to walk around the edge, you could probably fit twenty Ship-Girls in here comfortably, with thirty making it crowded.

Sliding into the warm water was pleasantly relaxing, the water washing off all the sweat and juices from their lovemaking. Of course, they spent barely five minutes relaxing in each others arms before the seductive call of sex and natural curiosity egged them on.

''Ah...'' Cleveland moaned. Both girls were submerged up to their chests, their hands under the water and fingering each other's pussy.

Helena panted, her nimble fingers eagerly toying with Cleveland's pussy lips, her index and middle finger smoothly sliding in and out of her slit, the warm water forcibly making the motion slow, driving both girls insane. She mewled as Cleveland continued her own ministrations, three fingers rocking inside her the blue-haired girl's pussy, curling inwards teasingly.

She added another digit, making Cleveland moan as her pussy clenched around Helena's fingers. Both had been doing it for several minutes now and it showed, their chests rising and falling quickly as their orgasms gradually grew closer, impatiently moving their hands as fast as they could.

''Uu... Cleve...'' Helena whimpered, prompting the blonde to lean over and kiss her, muffling her whine and groping her plush breast.

In response Helena tilting her body slightly, sliding her other hand under the water and copping a feel of Cleveland's smooth ass, eliciting a shy groan from the blonde. Cleveland's hips bucked forwards, letting Helena's fingers plunge into her faster, a tactic that Helena quickly copied.

''Mm... Mm... Nn...'' Helena moaned with each breath, muffled by the kiss. ''Cleve~!''

With a muffled cry she came, her pussy clenching around the blonde's fingers. Cleveland was only a few seconds behind, a throaty groan escaping her as her hips shook erratically, gripping Helena's breast tightly as she climaxed.

''Ah...'' Cleveland moaned dazedly, breaking off from the kiss. ''That... was pretty nice...''

Helena smiled demurely, tugging her fingers out of Cleveland's pussy, her juices already washed off by the water. ''C-Can... can we keep going?''

Cleveland smiled. Helena was too damn cute. ''Of course...''

The blue-haired girl beamed, shifting in front of Cleveland and lifting the slightly-shorter girl up by the hips, delicately playing her on the edge of the bath. Helena rose to her feet, her beautiful body on full display to Cleveland before Helena took the lead, leaning in and kissing her passionately, eliciting a muffled coo of content as the two cruisers kissed.

Helena quickly changed the pace, dropping one hand between Cleveland's slightly-parted legs, running them along her wet pussy. The blonde moaned into her mouth, growing shy as she was made the submissive one. Helena's fingers expertly teased her slit, tracing circles around her clit before gently rubbing it, sliding two fingers into her pussy and pumping them.

''Mm... Helena...'' Cleveland groaned, panting.

Helena smiled, kissing her neck and adding a third finger, then a fourth. Cleveland's eyes widened in slight surprise, moaning lewdly as the four digits plunged into her weeping pussy, her inner walls

tightly grasping them as they curled and scissored inside her special place.

''Hehe... you're so cute, Cleve.'' Helena giggled, inhaling Cleveland's scent and kissing her jawline.

She fingered the blonde for a little longer before pulling her fingers out, making Cleveland moan in disappointment. Helena smiled slightly, sinking to her knees and pulling Cleveland closer to the edge, spreading her legs enough to expose her pussy before she leaned in and started eating her out.

''Mm...'' Cleveland mewled quietly, biting her lip as Helena lapped up her honey. ''No fair...''

In response Helena groped the blonde's butt, admiring the softness as her tongue turned Cleveland to putty. The bath was filled with her soft moans as Helena dragged her tongue lovingly along her wet folds before diving it inside, wiggling it around her pussy only to pull back, kissing her sensitive clit before repeating the process.

That was until she shifted gears, pulling back from Cleveland's needy pussy and kissing the blonde's thighs instead, peppering them with teasing feather kisses or gently nibbling on the tender skin, driving Cleveland up the wall as she desperately waited for her to return to her lower lips, the feeling of her wet lips so close yet so far making her hips shake with want.

''Helena...'' Cleveland whined, blushing cutely as she was teased. ''Please...''

Helena smiled, rising to her feet and crawling out of the bath and next to Cleveland, intent on kissing her while fingering her. That was until Cleveland hijacked the plan, all but tackling the blue-haired girl onto the floor, a burning desire in her stomach.

''I can't hold it...'' Cleveland murmured, flustering Helena from the cutely lustful look on the blonde's face.

A surprised moan slipped past Helena's lips as Cleveland lifted her leg and slipped under it, their pussies brushing together and sending a pleasurable shock through them both. Cleveland grinned lightly, pushing against Helena and rubbing their overstimulated pussies together, the gentle friction making them almost vibrate with how good it felt.

Helena wasn't content to remain entirely submissive, wanting to help Cleveland feel good too. She back rocking her hips to meet Cleveland's own, lightly wrapping an arm around the slim blonde's leg for support. The slapping of skin filled the air as they rubbed and rocked their lower lips together, their sweet moans echoing off the walls.

''Ohh...'' Helena moaned cutely, panting heavily. ''T-This... feels... amazing...''

Cleveland giggled breathlessly. ''Y-Yeah...''

Helena's earlier ministrations came back full-force, causing Cleveland's pelvis to tighten as she felt herself slowly become undone. Helena wasn't far off, her short fuse evident as she sped up her movements, rocking her hips left and right and grinding against Cleveland's pussy.

''Mn... Nn- haah~!'' Helena gasped out, bucking her hips desperately. ''C-Cleve... I'm going to... Mm~!''

Cleveland had no such reservation, letting her head hang back and moaning throatily as a shudder ran through her body, rolling her hips eagerly while her orgasm washed over her, consuming her mind with bliss. The feeling of Cleveland's quivering pussy was enough to tip her over the edge, and Helena cried out as she came as well.

Their hips kept moving even as their orgasms rushed through them, gradually slowing down before they came to a complete stop, then going slack against the floor.

''Ohh...'' Cleveland moaned dazedly, sluggishly untangling her legs from Helena's. ''God... that felt great...''

Helena could only gasp an agreement, shivering as the aftershocks kept rocking her body, making it buzz like she was full of lightning.

After she regained coherency, Cleveland sluggishly crawled over to Helena, snuggling up against the blue-haired girl and resting her head on said girl's breasts.

''Mn...'' Helena mewled quietly. ''We should... get moving... Cleveland...''

''Just... a quick nap...'' The blonde replied sleepily, already dozing off.

Helena pouted, but the temptation of sleeping next to the naked blonde was too much to resist. ''Fine... I... I love you, Cleve...''

Cleveland smiled. As if it wasn't obvious already. ''Love you too, Helena... night...''

''Good night...''

They would later be discovered by San Diego the next morning, who made a big commotion out of it and embarrassed the duo.

[END]


End file.
